Common use of Representations, Warranties and Agreements of the Transaction Entities Clause in Contracts

Representations, Warranties and Agreements of the Transaction Entities. The Transaction Entities, jointly and severally, represent and warrant to, and agree with, each of the Underwriters that: (a) A registration statement on Form S-11 (No. 333-128554) with respect to the Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and each amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement, “Applicable Time” means 7:00 p.m. (New York City time) on the date of this agreement; “Effective Date” means the date and time as of which such registration statement was declared effective by the Commission; “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares; “Preliminary Prospectus” means any preliminary prospectus relating to the Shares included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations; “Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed by the Company on or before the Applicable Time; “Registration Statement” means such registration statement, as amended on the Effective Date, including, if Rule 430A of the Rules and Regulations is used, all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “Prospectus” means such final prospectus, as first filed with the Commission pursuant to paragraph (1), (2), (4) or (5) of Rule 424(b) of the Rules and Regulations. Any reference herein to the term “Registration Statement” shall be deemed to include the abbreviated registration statement to register additional Common Shares under Rule 462(b) of the Rules and Regulations (the “Rule 462 Registration Statement”). The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding for such purpose has been instituted or threatened by the Commission. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) on or prior to the date hereof.

Representations, Warranties and Agreements of the Transaction Entities. The Each of the Transaction Entities, jointly and severally, represent represents, warrants and warrant toagrees that, and agree with, each as of the Underwriters thatdate hereof: (a) A registration statement on Form S-11 (No. 333-128554) 29329), and any amendments thereto, with respect to the Shares has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the “"Securities Act”), ") and the rules and regulations (the “"Rules and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder; , (ii) been filed with the Commission under the Securities Act; Act and (iii) become effective under the Securities Act. Copies of such registration statement and each amendment any amendments thereto have been delivered by the Company to you as the representatives (the “Representatives”) Representatives of the Underwriters. As used in this Agreement, “Applicable "Effective Time” means 7:00 p.m. (New York City time) on the date of this agreement; “Effective Date” " means the date and the time as of which such registration statement statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Issuer Free Writing "Effective Date" means the date of the Effective Time; "Preliminary Prospectus” " means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares; “Preliminary Prospectus” means any preliminary prospectus relating to the Shares included in such registration statement statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations; “Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed by the Company on or before the Applicable Time; “"Registration Statement” " means such registration statement, as amended on at the Effective DateTime, including, if Rule 430A of the Rules and Regulations is used, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Date Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “"Prospectus” " means such final prospectus, as first filed with the Commission pursuant to paragraph (1), (2), (4) or (54) of Rule 424(b) of the Rules and Regulations. Any reference herein to the term “Registration Statement” shall be registration statement (including any amendment or supplement thereto or information which is deemed to include be a part thereof) filed by the abbreviated registration statement Company to register additional Common Shares under Rule 462(b) of the Rules and Regulations (the “"Rule 462 462(b) Registration Statement”). The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus or suspending the effectiveness ") shall be deemed a part of the Registration Statement, and no proceeding for such purpose has been instituted or threatened by the Commission. Any reference prospectus (including any amendment or supplement thereto or information which is deemed to the “most recent Preliminary Prospectus” be a part thereof) included in a Rule 462(b) Registration Statement shall be deemed to refer be part of the Prospectus. If a Rule 462(b) Registration Statement is filed in connection with the offering and sale of the Shares, the Company will have complied or will comply with the requirements of Rule 111 under the Securities Act relating to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) on or payment of filing fees therefor. The Company has not distributed, and prior to the date hereoflater of the Closing Date and the completion of the distribution of the Shares, will not distribute, any offering material in connection with the offering or sale of the Shares other than the Registration Statement, the Preliminary Prospectus (as hereinafter defined), the Prospectus or any other materials, if any, permitted by the Act (which were disclosed to the Underwriters and Underwriters' counsel).

Representations, Warranties and Agreements of the Transaction Entities. The Each of the Transaction Entities, jointly and severally, represent represents, warrants and warrant toagrees that, and agree with, each as of the Underwriters thatdate hereof: (a) A registration statement on Form S-11 (No. 333-128554) [ ], and any amendments thereto, with respect to the Shares has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the “"Securities Act”), ") and the rules and regulations (the “"Rules and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder; , (ii) been filed with the Commission under the Securities Act; Act and (iii) become effective under the Securities Act. Copies of such registration statement and each amendment any amendments thereto have been delivered by the Company to you as the representatives (the “Representatives”) Representatives of the Underwriters. As used in this Agreement, “Applicable "Effective Time” means 7:00 p.m. (New York City time) on the date of this agreement; “Effective Date” " means the date and the time as of which such registration statement statement, or the most recent post- effective amendment thereto, if any, was declared effective by the Commission; “Issuer Free Writing "Effective Date" means the date of the Effective Time; "Preliminary Prospectus” " means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares; “Preliminary Prospectus” means any preliminary prospectus relating to the Shares included in such registration statement statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations; “Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed by the Company on or before the Applicable Time; “"Registration Statement” " means such registration statement, as amended on at the Effective DateTime, including, if Rule 430A of the Rules and Regulations is used, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Date Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “"Prospectus” " means such final prospectus, as first filed with the Commission pursuant to paragraph (1), (2), (4) or (54) of Rule 424(b) of the Rules and Regulations. Any reference herein to the term “Registration Statement” shall be registration statement (including any amendment or supplement thereto or information which is deemed to include be a part thereof) filed by the abbreviated registration statement Company to register additional Common Shares under Rule rule 462(b) of the Rules and Regulations (the “"Rule 462 462(b) Registration Statement”). The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus or suspending the effectiveness ") shall be deemed a part of the Registration Statement, and no proceeding for such purpose has been instituted or threatened by the Commission. Any reference prospectus (including any amendment or supplement thereto or information which is deemed to the “most recent Preliminary Prospectus” be a part thereof) included in a Rule 462(b) Registration Statement shall be deemed to refer to be part of the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) on or prior to the date hereofProspectus.

Representations, Warranties and Agreements of the Transaction Entities. The Each of the Transaction Entities, jointly and severally, represent represents, warrants and warrant toagrees that, and agree with, each as of the Underwriters thatdate hereof: (a) A registration statement on Form S-11 (No. 333-128554) 50309), and any amendments thereto, with respect to the Shares has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), "SECURITIES ACT") and the rules and regulations (the “Rules and Regulations”"RULES AND REGULATIONS") of the United States Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder; , (ii) been filed with the Commission under the Securities Act; Act and (iii) become effective under the Securities Act. Copies of such registration statement and each amendment any amendments thereto have been delivered by the Company to you as the representatives (the “Representatives”) Representatives of the Underwriters. As used in this Agreement, “Applicable Time” means 7:00 p.m. (New York City time) on the date of this agreement; “Effective Date” "EFFECTIVE TIME" means the date and the time as of which such registration statement statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Issuer Free Writing Prospectus” "EFFECTIVE DATE" means the date of the Effective Time; "PRELIMINARY PROSPECTUS" means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares; “Preliminary Prospectus” means any preliminary prospectus relating to the Shares included in such registration statement statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations; “Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed by the Company on or before the Applicable Time; “Registration Statement” "REGISTRATION STATEMENT" means such registration statement, as amended on at the Effective DateTime, including, if Rule 430A of the Rules and Regulations is used, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Date Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “Prospectus” "PROSPECTUS" means such final prospectus, as first filed with the Commission pursuant to paragraph (1), (2), (4) or (54) of Rule 424(b) of the Rules and Regulations. Any reference herein to the term “Registration Statement” shall be registration statement (including any amendment or supplement thereto or information which is deemed to include be a part thereof) filed by the abbreviated registration statement Company to register additional Common Shares under Rule 462(b) of the Rules and Regulations ("RULE 462(B) REGISTRATION STATEMENT") shall be deemed a part of the “Rule 462 Registration Statement”. Any prospectus (including any amendment or supplement thereto or information which is deemed to be a part thereof) included in a Rule 462(b) Registration Statement shall be deemed to be part of the Prospectus. If a Rule 462(b) Registration Statement is filed in connection with the offering and sale of the Shares, the Company will have complied or will comply with the requirements of Rule 111 under the Securities Act relating to the payment of filing fees therefor. The Company has not distributed, and prior to the later of the Closing Date and the completion of the distribution of the Shares, will not distribute, any offering material in connection with the offering or sale of the Shares other than the Registration Statement, the Preliminary Prospectus (as hereinafter defined), the Prospectus or any other materials, if any, permitted by the Securities Act (which were disclosed to the Underwriters and Underwriters' counsel). The Commission has not issued any order preventing or suspending For purposes of this Agreement, all references to the use of Registration Statement, any Preliminary Prospectus or the Prospectus or suspending the effectiveness any amendment or supplement to any of the Registration Statement, and no proceeding for such purpose has been instituted or threatened by the Commission. Any reference to the “most recent Preliminary Prospectus” foregoing shall be deemed to refer to include the latest Preliminary Prospectus included in copy filed with the Registration Statement or filed Commission pursuant to Rule 424(b) on or prior to the date hereofits Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇").

Representations, Warranties and Agreements of the Transaction Entities. The Each of the Transaction Entities, jointly and severally, represent represents, warrants and warrant toagrees that, and agree with, each as of the Underwriters thatdate hereof: (a) A registration statement on Form S-11 S-3 (No. 333-128554) ____________), and any amendments thereto, with respect to the Shares has have (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the “"Securities Act”), ") and the rules and regulations (the “"Rules and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder; , (ii) been filed with the Commission under the Securities Act; Act and (iii) become effective under the Securities Act. Copies of such registration statement statements and each amendment any amendments thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwritersyou. As used in this Agreement, “Applicable "Effective Time” means 7:00 p.m. (New York City time) on the date of this agreement; “Effective Date” " means the date and the time as of which such registration statement statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Issuer Free Writing "Effective Date" means the date of the Effective Time; "Preliminary Prospectus” " means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares; “Preliminary Prospectus” means any preliminary prospectus relating to the Shares included in each such registration statement statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations; “Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed by the Company on or before the Applicable Time; “"Registration Statement” " means such registration statement, as amended on at the Effective DateTime, including, if Rule 430A of the Rules and Regulations is used, all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “Prospectus” means such final prospectus, as first filed with the Commission pursuant to paragraph (1), (2), (4) or (5) of Rule 424(b) of the Rules and Regulations. Any including any documents incorporated by reference herein to the term “Registration Statement” shall be deemed to include the abbreviated registration statement to register additional Common Shares under Rule 462(b) of the Rules and Regulations (the “Rule 462 Registration Statement”). The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding for such purpose has been instituted or threatened by the Commission. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) on or prior to the date hereof.therein at

Representations, Warranties and Agreements of the Transaction Entities. The Each of the Transaction Entities, jointly and severally, represent represents, warrants and warrant toagrees that, and agree with, each as of the Underwriters thatdate hereof: (a) A registration statement on Form S-11 (No. 333-128554) 50311), and any amendments thereto, with respect to the Shares has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), "SECURITIES ACT") and the rules and regulations (the “Rules and Regulations”"RULES AND REGULATIONS") of the United States Securities and Exchange Commission (the “Commission”"COMMISSION") thereunder; , (ii) been filed with the Commission under the Securities Act; Act and (iii) become effective under the Securities Act. Copies of such registration statement and each amendment any amendments thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement, “Applicable Time” means 7:00 p.m. (New York City time) on the date of this agreement; “Effective Date” "EFFECTIVE TIME" means the date and the time as of which such registration statement statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Issuer Free Writing Prospectus” "EFFECTIVE DATE" means the date of the Effective Time; "PRELIMINARY PROSPECTUS" means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares; “Preliminary Prospectus” means any preliminary prospectus relating to the Shares included in such registration statement statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(b424(a) of the Rules and Regulations; “Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed by the Company on or before the Applicable Time; “Registration Statement” "REGISTRATION STATEMENT" means such registration statement, as amended on at the Effective DateTime, including, if Rule 430A of the Rules and Regulations is used, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Date Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “Prospectus” "PROSPECTUS" means such final prospectus, as first filed with the Commission pursuant to paragraph (1), (2), (4) or (54) of Rule 424(b) of the Rules and Regulations. Any reference herein to the term “Registration Statement” shall be registration statement (including any amendment or supplement thereto or information which is deemed to include be a part thereof) filed by the abbreviated registration statement Company to register additional Common Series A Preferred Shares under Rule 462(b) of the Rules and Regulations ("RULE 462(B) REGISTRATION STATEMENT") shall be deemed a part of the “Rule 462 Registration Statement”. Any prospectus (including any amendment or supplement thereto or information which is deemed to be a part thereof) included in a Rule 462(b) Registration Statement shall be deemed to be part of the Prospectus. If a Rule 462(b) Registration Statement is filed in connection with the offering and sale of the Shares, the Company will have complied or will comply with the requirements of Rule 111 under the Securities Act relating to the payment of filing fees therefor. The Company has not distributed, and prior to the later of the Closing Date and the completion of the distribution of the Shares, will not distribute, any offering material in connection with the offering or sale of the Shares other than the Registration Statement, the Preliminary Prospectus (as hereinafter defined), the Prospectus or any other materials, if any, permitted by the Securities Act (which were disclosed to the Underwriters and Underwriters' counsel). The Commission has not issued any order preventing or suspending For purposes of this Agreement, all references to the use of Registration Statement, any Preliminary Prospectus or the Prospectus or suspending the effectiveness any amendment or supplement to any of the Registration Statement, and no proceeding for such purpose has been instituted or threatened by the Commission. Any reference to the “most recent Preliminary Prospectus” foregoing shall be deemed to refer to include the latest Preliminary Prospectus included in copy filed with the Registration Statement or filed Commission pursuant to Rule 424(b) on or prior to the date hereofits Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇").

Representations, Warranties and Agreements of the Transaction Entities. The Each of the Transaction Entities, jointly and severally, represent represents, warrants and warrant toagrees that, and agree with, each as of the Underwriters thatdate hereof: (a) A registration statement on Form S-11 S-3 (No. 333-128554) 32565), and any amendments thereto, with respect to the Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “"Securities Act”), ") and the rules and regulations (the “"Rules and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder; , (ii) been filed with the Commission under the Securities Act; Act and (iii) become effective under the Securities Act. Copies of such registration statement and each amendment any amendments thereto have been delivered by the Company to you as the representatives (the “Representatives”) Representatives of the Underwriters. As used in this Agreement, “Applicable "Effective Time” means 7:00 p.m. (New York City time) on the date of this agreement; “Effective Date” " means the date and the time as of which such registration statement statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Issuer Free Writing Prospectus” "Effective Date" means each “free writing prospectus” (as defined in Rule 405 the date of the Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the SharesEffective Time; “"Preliminary Prospectus” " means any preliminary prospectus relating to the Shares prospectus, included in such registration statement statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations; “Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed by the Company on or before the Applicable Time; “"Registration Statement” " means such registration statement, statement as amended on at the respective Effective DateTime, including, if Rule 430A of the Rules and Regulations is used, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Date Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “"Prospectus” " means such final prospectusprospectus as supplemented by the Preliminary Prospectus Supplement dated October 14, 1997 (the "Preliminary Prospectus Supplement") and the Final Prospectus Supplement dated October 14, 1997 (the "Prospectus Supplement"), as first filed with the Commission pursuant to paragraph (1), (2), (4) or (5) of Rule 424(b) of the Rules and Regulations. Any reference herein to the term “Registration Statement” shall be registration statement (including any amendment or supplement thereto or information which is deemed to include be a part thereof) filed by the abbreviated registration statement Company to register additional Common Shares under Rule 462(b) of the Rules and Regulations (the “"Rule 462 462(b) Registration Statement”). The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus or suspending the effectiveness ") shall be deemed a part of the Registration Statement, and no proceeding for such purpose has been instituted or threatened by the Commission. Any reference prospectus (including any amendment or supplement thereto or information which is deemed to the “most recent Preliminary Prospectus” be a part thereof) included in a Rule 462(b) Registration Statement shall be deemed to refer be part of the Prospectus. If a Rule 462(b) Registration Statement is filed in connection with the offering and sale of the Shares, the Company will have complied or will comply with the requirements of Rule 111 under the Securities Act relating to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) on or payment of filing fees therefor. The Company has not distributed, and prior to the date hereoflater of the Closing Date and the completion of the distribution of the Shares, will not distribute, any offering material in connection with the offering or sale of the Shares other than the Registration Statement, the Preliminary Prospectus, the Prospectus or any other materials, if any, permitted by the Act (which were disclosed to the Underwriters and Underwriters' counsel).

Representations, Warranties and Agreements of the Transaction Entities. The Each of the Transaction Entities, jointly and severally, represent represents, warrants and warrant toagrees that, and agree with, each as of the Underwriters that:date hereof and as of the Closing Date (as hereinafter defined): (a) A The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-11 S-3 (File No. 333-128554) with respect to 113076), including a prospectus, relating to, among other securities, the Shares has (i) been prepared by and the Company offering thereof from time to time in conformity accordance with Rule 415 under the requirements of the United States Securities Act of 1933, as amended (the “"Securities Act”"). Such registration statement has been declared effective by the Commission. As provided in Section 3(a), a prospectus supplement reflecting the terms of the offering of the Shares and the rules other matters set forth therein has been prepared and regulations (the “Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) thereunder; (ii) been will be filed with the Commission under the Securities Act; and (iii) become effective pursuant to Rule 424 under the Securities Act. Copies Such prospectus supplement, in the form first filed after the Effective Time (as defined below) pursuant to Rule 424, is herein referred to as the "Prospectus Supplement." Such registration statement, as amended at the Effective Time, including the exhibits and schedules thereto and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called the "Registration Statement," and the basic prospectus included therein relating to all offerings of securities under the Registration Statement, as supplemented by the Prospectus Supplement, is herein called the "Prospectus," except that, if such registration statement basic prospectus is amended or supplemented on or prior to the date on which the Prospectus Supplement is first filed pursuant to Rule 424, the term "Prospectus" shall refer to the basic prospectus as so amended or supplemented and each amendment thereto have been delivered as supplemented by the Prospectus Supplement, in either case including the documents filed by the Company with the Commission pursuant to you the United States Securities Exchange Act of 1934, as the representatives amended (the “Representatives”) of the Underwriters"Exchange Act"), that are incorporated by reference therein. As used in this Agreementherein, “Applicable "Effective Time” means 7:00 p.m. (New York City time) on the date of this agreement; “Effective Date” " means the date and the time as of which such the aforementioned registration statement statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Issuer Free Writing Prospectus” "Effective Date" means each “free writing prospectus” (as defined in Rule 405 the date of the Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares; “Preliminary Prospectus” means any preliminary prospectus relating to the Shares included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations; “Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed by the Company on or before the Applicable Time; “Registration Statement” means such registration statement, as amended on the Effective Date, including, if Rule 430A of the Rules and Regulations is used, all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “Prospectus” means such final prospectus, as first filed with the Commission pursuant to paragraph (1), (2), (4) or (5) of Rule 424(b) of the Rules and Regulations. Any reference herein to the term “Registration Statement” shall be deemed to include the abbreviated registration statement to register additional Common Shares under Rule 462(b) of the Rules and Regulations (the “Rule 462 Registration Statement”). The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding for such purpose has been instituted or threatened by the Commission. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) on or prior to the date hereof.Effective

Representations, Warranties and Agreements of the Transaction Entities. The Each of the Transaction Entities, jointly and severally, represent represents, warrants and warrant toagrees that, and agree with, each as of the Underwriters thatdate hereof: (a) A registration statement on Form S-11 S-3 (No. 333-128554) 43267 and any amendments thereto, with respect to one or more series of debt securities of the Shares Operating Partnership has (i) been prepared by the Company and the Operating Partnership in conformity with the requirements of the United States Securities Act of 1933, as amended (the “"Securities 2 Act”), ") and the rules and regulations (the “"Rules and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder; , (ii) been filed with the Commission under the Securities Act; Act and (iii) become effective under the Securities Act; and the indenture, dated as of October 24, 1997 as supplemented to the date hereof (the "Indenture"), between the Operating Partnership and The First National Bank of Chicago, as trustee (the "Trustee") has been qualified, and the Third Supplemental Indenture, to be dated as of April 20, 1999, between the Operating Partnership and the Trustee (the "Supplemental Indenture"), pursuant to which the Notes shall be issued, will be qualified, under the Trust Indenture Act of 1939 (the "Trust Indenture Act"). Copies of such registration statement statements and each amendment any amendments thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwritersyou. As used in this Agreement, “Applicable "Effective Time” means 7:00 p.m. (New York City time) on the date of this agreement; “Effective Date” means " means, for such registration statement, the date and the time as of which such registration statement statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Issuer Free Writing "Effective Date" means, for such registration statement, the date of the Effective Time; "Preliminary Prospectus” " means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares; “Preliminary Prospectus” means any preliminary prospectus relating to the Shares included in such registration statement statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(b424(a) of the Rules and Regulations; “Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed by the Company on or before the Applicable Time; “"Registration Statement” " means such the registration statement, as amended on at the respective Effective DateTime, including, if Rule 430A of the Rules including any documents incorporated by reference therein at such time and Regulations is used, all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the such registration statement as of the respective Effective Date Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations, and shall include any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations; and “"Prospectus” " means such final prospectus, as first filed with the Commission pursuant to paragraph (1), (2), (4) or (54) of Rule 424(b) of the Rules and Regulations. Any reference herein to the term “Registration Statement” , the Prospectus or a Preliminary Prospectus shall be deemed to include the abbreviated registration statement documents incorporated or deemed to register additional Common Shares be incorporated by reference therein which were filed under Rule 462(b) the Securities and Exchange Act of the Rules and Regulations 1934, as amended (the “Rule 462 "Exchange Act"). For purposes of this Agreement, all references to the Registration Statement”). The Commission has not issued any order preventing or suspending the use of , any Preliminary Prospectus or the Prospectus or suspending the effectiveness any amendment or supplement to any of the Registration Statement, and no proceeding for such purpose has been instituted or threatened by the Commission. Any reference to the “most recent Preliminary Prospectus” foregoing shall be deemed to refer to include the latest Preliminary Prospectus included in copy filed with the Registration Statement or filed Commission pursuant to Rule 424(b) on or prior to the date hereofits Electronic Data Gathering, Analysis and Retrieval system ("EDGA▇").

Representations, Warranties and Agreements of the Transaction Entities. The Transaction Entities, jointly and severally, represent and warrant to, and agree with, each of the Underwriters that: (a) A registration statement on Form S-11 (No. 333-128554) with respect to the Shares has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and each amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement, “Applicable Time” means 7:00 p.m. [ ] [a.m.][p.m.] (New York City time) on the date of this agreement; “Effective Date” means the date and time as of which such registration statement was declared effective by the Commission; “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares; “Preliminary Prospectus” means any preliminary prospectus relating to the Shares included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations; “Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed by the Company on or before the Applicable Time; “Registration Statement” means such registration statement, as amended on the Effective Date, including, if Rule 430A of the Rules and Regulations is used, all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; and “Prospectus” means such final prospectus, as first filed with the Commission pursuant to paragraph (1), (2), (4) or (5) of Rule 424(b) of the Rules and Regulations. Any reference herein to the term “Registration Statement” shall be deemed to include the abbreviated registration statement to register additional Common Shares under Rule 462(b) of the Rules and Regulations (the “Rule 462 Registration Statement”). The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding for such purpose has been instituted or threatened by the Commission. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) on or prior to the date hereof.

Representations, Warranties and Agreements of the Transaction Entities. The Each of the Transaction Entities, jointly and severally, represent represents, warrants and warrant toagrees that, and agree with, each as of the Underwriters thatdate hereof: (a) A registration statement on Form S-11 (No. 333-128554) 22619), and any amendments thereto, with respect to the Shares has (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the “"Securities Act”), ") and the rules and regulations (the “"Rules and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder; , (ii) been filed with the Commission under the Securities Act; Act and (iii) become effective under the Securities Act. Copies of such registration statement and each amendment any amendments thereto have been delivered by the Company to you as the representatives (the “Representatives”) Representatives of the Underwriters. As used in this Agreement, “Applicable "Effective Time” means 7:00 p.m. (New York City time) on the date of this agreement; “Effective Date” " means the date and the time as of which such registration statement statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Issuer Free Writing "Effective Date" means the date of the Effective Time; "Preliminary Prospectus” " means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares; “Preliminary Prospectus” means any preliminary prospectus relating to the Shares included in such registration statement statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations; “Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed by the Company on or before the Applicable Time; “"Registration Statement” " means such registration statement, as amended on at the Effective DateTime, including, if Rule 430A of the Rules and Regulations is used, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the registration statement as of the Effective Date Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations, and shall include any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations; and “"Prospectus” " means such final prospectus, as first filed with the Commission pursuant to paragraph (1), (2), (4) or (5) of Rule 424(b) of the Rules and Regulations. Any reference herein to the term “Registration Statement” shall be deemed to include the abbreviated registration statement to register additional Common Shares under Rule 462(b) of the Rules and Regulations (the “Rule 462 Registration Statement”). The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding for such purpose has been instituted or threatened by the Commission. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) on or prior to the date hereof.

Representations, Warranties and Agreements of the Transaction Entities. The Each of the Transaction Entities, jointly and severally, represent represents, warrants and warrant toagrees that, and agree with, each as of the Underwriters thatdate hereof: (a) A registration statement on Form S-11 S-3 (No. 333-128554) 22211), and any amendments thereto, with respect to the Shares has have (i) been prepared by the Company in conformity with the requirements of the United States Securities Act of 1933, as amended (the “"Securities Act”), ") and the rules and regulations (the “"Rules and Regulations”") of the United States Securities and Exchange Commission (the “"Commission”") thereunder; , (ii) been filed with the Commission under the Securities Act; Act and (iii) become effective under the Securities Act. Copies of such registration statement statements and each amendment any amendments thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwritersyou. As used in this Agreement, “Applicable "Effective Time” means 7:00 p.m. (New York City time) on the date of this agreement; “Effective Date” " means the date and the time as of which such registration statement statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Issuer Free Writing "Effective Date" means the date of the Effective Time; "Preliminary Prospectus” " means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares; “Preliminary Prospectus” means any preliminary prospectus relating to the Shares included in each such registration statement statement, or amendments thereto, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(b424(a) of the Rules and Regulations; “Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus filed by the Company on or before the Applicable Time; “"Registration Statement” " means such registration statement, as amended on at the Effective DateTime, including, if Rule 430A of the Rules including any documents incorporated by reference therein at such time and Regulations is used, all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the such registration statement as of the Effective Date Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations, and shall include any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations; and “"Prospectus” " means such final prospectus, as first filed with the Commission pursuant to paragraph (1), (2), (4) or (54) of Rule 424(b) of the Rules and Regulations. Any reference herein to the term “Registration Statement” , the Prospectus or a Preliminary Prospectus shall be deemed to include the abbreviated registration statement documents incorporated or deemed to register additional Common Shares be incorporated by reference therein which were filed under Rule 462(b) the Securities and Exchange Act of the Rules and Regulations 1934, as amended (the “Rule 462 "Exchange Act"). For purposes of this Agreement, all references to the Registration Statement”). The Commission has not issued any order preventing or suspending the use of , any Preliminary Prospectus or the Prospectus or suspending the effectiveness any amendment or supplement to any of the Registration Statement, and no proceeding for such purpose has been instituted or threatened by the Commission. Any reference to the “most recent Preliminary Prospectus” foregoing shall be deemed to refer to include the latest Preliminary Prospectus included in copy filed with the Registration Statement or filed Commission pursuant to Rule 424(b) on or prior to the date hereofits Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇").